Common use of Conversion of Company Common Shares Clause in Contracts

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 3 contracts

Sources: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 10.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 2 contracts

Sources: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)

Conversion of Company Common Shares. Subject to Except as otherwise provided in Section 2.01(b2.6(b) and Section 2.6(d), each Company Common Share that is issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall automatically be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 per share13.50 in cash, without interest (the “Merger Consideration”), payable to the holder in accordance with this ARTICLE II. As of From and after the Effective Time, all such Company Common Shares, when so Shares converted into the right to receive the Merger Consideration pursuant to this Section 2.01(c), 2.6(c) shall no longer cease to be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder (which holders shall include the trustees of the Company 401(k) Plan for the benefit of participants in the Company 401(k) Plan) of a certificate (a “Certificate”; it being understood that any reference to “Certificate” or “Certificates” shall be deemed to include references to book entry account statements relating to ownership of, and representing, Company Common Shares) that immediately prior to the Effective Time represented any such issued and outstanding Company Common Shares (each, a “Certificate”Share(s) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive for each such share in accordance with this ARTICLE II upon compliance with the Merger Consideration shall be subject applicable procedures set forth in all cases to the provisions of Section 2.02this ARTICLE II.

Appears in 2 contracts

Sources: Merger Agreement (Finish Line Inc /In/), Merger Agreement

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 12.5013.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Ares Management LLC)

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 13.5014.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 1 contract

Sources: Merger Agreement (Ares Management LLC)

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 14.5015.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 1 contract

Sources: Merger Agreement (Ares Management LLC)

Conversion of Company Common Shares. Subject to Section 2.01(b), each Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Cancelled Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded and Dissenting Shares”)) shall be automatically converted at the Effective Time into the right to receive an amount of cash equal to $15.50 per share30.00 in cash, without interest (the “Merger Consideration”), in accordance with the provisions of Section 2.2 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.2(j)). As All of the Effective Time, all such Company Common Shares, when so Shares converted into the right to receive the Merger Consideration pursuant to this Section 2.01(c), Article II shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist as of the Effective Time, and uncertificated Company Common Shares represented by book-entry form (“Book-Entry Shares”), and each holder of a certificate that that, immediately prior to the Effective Time Time, represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except shall thereafter represent only the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of into which the Company Common Shares represented by such Book-Entry Share or Certificate have been converted pursuant to receive the Merger Consideration shall be subject in all cases to the provisions of this Section 2.022.1.

Appears in 1 contract

Sources: Merger Agreement (Arconic Corp)

Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $15.50 12.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

Appears in 1 contract

Sources: Merger Agreement (Ares Management LLC)